Don't invest unless you’re prepared to lose all the money you invest. This is a high-risk investment and you are unlikely to be protected if something goes wrong. Take 2 mins to learn more.
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Due to the potential for losses, the Financial Conduct Authority (FCA) considers this investment to be high risk.
What are the key risks?
- You could lose all the money you invest
- If the business you invest in fails, you are likely to lose 100% of the money you invested. Most start-up businesses fail.
- You are unlikely to be protected if something goes wrong
- Protection from the Financial Services Compensation Scheme (FSCS), in relation to claims against failed regulated firms, does not cover poor investment performance. Try the FSCS investment protection checker here.
- Protection from the Financial Ombudsman Service (FOS) does not cover poor investment performance. If you have a complaint against an FCA-regulated firm, FOS may be able to consider it. Learn more about FOS protection here.
- You won’t get your money back quickly
- Even if the business you invest in is successful, it may take several years to get your money back. You are unlikely to be able to sell your investment early.
- The most likely way to get your money back is if the business is bought by another business or lists its shares on an exchange such as the London Stock Exchange. These events are not common.
- If you are investing in a start-up business, you should not expect to get your money back through dividends. Start-up businesses rarely pay these.
- Don’t put all your eggs in one basket
- Putting all your money into a single business or type of investment for example, is risky. Spreading your money across different investments makes you less dependent on any one to do well.
- A good rule of thumb is not to invest more than 10% of your money in high-risk investments.
- The value of your investment can be reduced
- The percentage of the business that you own will decrease if the business issues more shares. This could mean that the value of your investment reduces, depending on how much the business grows. Most start-up businesses issue multiple rounds of shares.
- These new shares could have additional rights that your shares don’t have, such as the right to receive a fixed dividend, which could further reduce your chances of getting a return on your investment.
If you are interested in learning more about how to protect yourself, visit the FCA’s website here.
| Sector: | Property & renewables |
|---|---|
| Target return: | 3-4.5% p.a. |
| Portfolio size: | £1.1 billion |
| Initial charge: | 4.0% |
| Minimum investment: | £25,000 |
Important documents
| Sector: | Property & renewables |
|---|---|
| Target return: | 3-4.5% p.a. |
| Portfolio size: | £1.1 billion |
| Initial charge: | 4.0% |
| Minimum investment: | £25,000 |
Important documents
The Downing Estate Planning Service (DEPS) aims to deliver inheritance tax relief and a modest level of return – not guaranteed. It focuses on businesses in asset-backed sectors, such as care homes and property development, as well as energy projects: investors can choose one or both.
There are two insurance options. The first protects the portfolio from losses of up to 20% for the first two years at no extra cost (conditions apply). Investors may also choose additional life cover that could effectively make the investment IHT free from day one.
DEPS has £1.1 billion assets under management (September 2025).
- Target return of between 3% and 4.5% p.a. of net assets – not guaranteed
- Minimum investment £25,000
Important: The information on this website is for experienced investors. It is not a personal recommendation to invest. If you’re unsure, please seek advice. Investments are for the long term. They are high risk and illiquid and can fall as well as rise in value: you could lose all the money you invest.
The manager
Downing LLP was founded in 1986 and is a specialist investment manager with a focus on tax-efficient investments. It manages a total of £2.4 billion, including £1.3 billion in estate planning solutions (June 2025).
DEPS is managed by an investment committee chaired by Chris Allner, a partner in Downing LLP with 40 years of experience including as Head of Private Equity at Octopus Investments and various senior positions at City institutions. There are seven other investment professionals in the team.
Meet the managers
Clare Tarrant and Sean Moore – watch the interview
Investment strategy
DEPS seeks to provide an annual return of between 3% and 4.5% of net assets after charges (not guaranteed).
It invests in two trading companies that it believes will quality for IHT relief: investors can choose one or split their investment across both.
Both companies may take interests in listed funds or companies during periods when they are retaining cash for future investments. This may include Downing-managed entities.
- Asset-backed focus: Pulford Trading
Pulford Trading’s subsidiary businesses operate from freehold premises. The portfolio currently includes 13 elderly care homes, 55 specialist care homes for residents with disabilities or mental health issues, and 12 special educational needs schools (September 2025).
Pulford also has an interest in a lending business, Downing Development Finance Plc. This makes secured loans of £1-£10 million to fund residential property developments. Downing will take on construction risk if it has first charge over the assets.
- Renewable energy and energy infrastructure focus: Bagnall Energy
Bagnall Energy Limited operates through a variety of subsidiaries in sectors with exposure to renewable energy and energy infrastructure, including:
- Wind, solar, hydroelectric, and battery storage
- Sectors that enable the widespread rollout of renewable energy, such as reserve power, and energy storage
- Combined heat and power engines which process fuel to generate electricity and heat with lower wastage, thus enhancing energy efficiency
Bagnall may also invest in companies developing new energy projects.
Downing estimates that Bagnall’s portfolio generates around 495,000 MWh of electricity each year, enough to power over 183,000 UK homes (September 2025).
Downing invests in and lends to the businesses, looking to take a priority charge over assets. It often follows the same management team from one project to the next.
Target return
The service targets a return to investors of between 3% and 4.5% per annum, after fees (excluding initial fees and ongoing commission payments), over the medium term – not guaranteed. The target return is reviewed every 12 months.
The annual management charge is only payable if investors have received returns of at least 3% in the preceding year. Note that the annual fee is charged on an individual trading company basis, so it could be payable on one company and not another.
Where returns are between 3% p.a. and 4% p.a., the charge is pro-rated, to a maximum of 0.5% p.a., which is levied in full when gross returns are 4.0% p.a. or more. See example charges below.
| Gross return | 3.00% | 3.75% | 4.50% | 5.00% | 5.50% |
| Annual charge | — | 0.25% | 0.50% | 0.50% | 0.50% |
| Net Return | 3.00% | 3.50% | 4.00% | 4.50% | 5.00% |
There is an additional charge of 0.5% + VAT per annum, payable to Wealth Club, which is paid by selling shares in the underlying trading businesses.
Current assets overview
Investors can choose a specific trading company or split their investment between the two, for diversification.
Pulford Trading – sector breakdown (%)
Source: Downing as at 30 September 2025.
Bagnall Energy – sector breakdown (%)
Source: Downing as at 30 September 2025.
Specialist Education (Pulford)
Spaghetti Bridge
Spaghetti Bridge, founded in 2020, operates specialist educational facilities for children with disabilities and special educational needs, including behavioural, communication, and emotional difficulties. It now operates 12 schools predominantly across South West England, offering 926 school places. Downing invested in 2021.
Bagnall
Downing Renewables & Infrastructure Trust (DORE)
DORE is an investment trust. Its assets include hydropower and geothermal plants, as well as solar farms in the UK, Ireland, and Northern Europe.
The Bagnall Group, also a Downing company, had been DORE’s largest shareholder since its IPO in December 2020. Bagnall became concerned that shares consistently traded below net asset value, limiting the trust’s ability to raise new capital and expand.
In June 2025, Bagnall agreed to acquire the remaining shares. The transaction valued the trust at £175 million, a 23.6% premium to its closing share price on 19 June.
Recent investment and exit
Penrose Court & The Hazelwell care homes
In November and December 2021, Downing acquired Penrose Court and The Hazelwell care homes located in Bedfordshire and The Wirral respectively.
Both care homes were purpose-built and required no additional capital for upgrades. However, at the time of acquisition, they were both operating at a loss. By increasing occupancy rates and raising average weekly fees, both sites became profitable under Pulford’s ownership.
In September 2024, Pulford profitably sold both care homes to a US-based institutional healthcare investor. An additional seven elderly care homes were exited to the same investor in 2025. Past performance is not a guide to the future.
Example of a failure
St Chad’s (Birmingham) Holdings Ltd
Investments don’t always work out. An example is St Chad’s, a redevelopment of a former hotel in Birmingham and part of the Pulford Trading portfolio. Following a competitive tender, Downing selected a national contractor.
However, the contractor ran into issues with several other projects, resulting in losses and a lack of liquidity. The firm went into administration in July 2019 and the revised costs made the project uneconomical.
The site was sold in a half-finished state for £1.5 million in July 2020, causing a £17.2 million impairment in Pulford’s accounts.
Performance
Pulford launched in February 2013 and Bagnall in March 2013. Since inception, the companies’ share price has increased by 58.5% (Pulford) and 53.9% (Bagnall), equivalent to an annualised return of 3.6% and 3.4% respectively.
Past performance is not a guide to the future.
Share price since inception
Source: Downing LLP, Companies House to 31 December 2025. Pulford launched in February 2013 and Bagnall in March 2013. Performance data shown is net of all ongoing charges. Please note these are unquoted companies and the share price and investor returns are based on Downing’s own valuation and calculations. Remember, these investments are illiquid and can be difficult to sell and value. Past performance is not a guide to the future.
Downside protection insurance and life cover
Downing offers two forms of insurance: downside protection insurance and life cover.
Downside protection insurance (Wealth Guard) – included, no extra cost
This protects the initial net investment against a loss in value of up to 20% for those under age 90 at the time of death. The maximum claim is £150,000 per investor. The insurance policy is included (and paid for) by Downing for a minimum of two years. Other conditions apply.
Life cover – optional
You can opt to add insurance, so that if you die within the first two years, the insurance will pay out 40% of your original investment (equivalent to the IHT liability). The cost of the insurance is an extra 2.48% (plus VAT) added to the annual charges for the first two years. For an additional cost, you could opt to extend the insurance to also cover the death of your spouse.
There are a few conditions – you need to be under 85 years when you invest and confirm a few health details. The maximum insurance per individual is £300,000 (equivalent to a £750,000 investment). Please check the terms and conditions for more details.
Access to your investment
These shares are highly illiquid. Downing aims to provide access to funds twice a month, on 10 business days’ notice. This not guaranteed: it is subject to liquidity and at Downing’s discretion.
If you request a withdrawal, Downing will first try to sell your shares at the current share price to a third party, wherever possible. Note, a capital gain or loss could arise potentially creating a tax liability.
If a third-party sale is not possible, Bagnall and Pulford may offer to buy the shares back (subject to liquidity). Any profit may be subject to income tax.
Any withdrawals from your portfolio will not benefit from IHT relief, unless another IHT exemption is used. There are no charges or penalties for a partial or a full withdrawal: if requesting a partial withdrawal you must leave at least £15,000 invested.
Please note: should there be high demand for withdrawals, the service may struggle to satisfy requests in a timely manner or without significant loss to capital. This may be a particular risk in the event of changes to inheritance tax relief rules.
Risks – important
This, like all investments available through Wealth Club, is only for experienced investors happy to make their own investment decisions without advice.
The IHT service contains assets which generate moderate returns but are high risk. These assets should only form part of a balanced portfolio and you should not invest money you cannot afford to lose.
The service invests in illiquid assets which may be hard to sell or value, particularly if there is a high demand for withdrawals or if IHT rules change. Before you invest, please read the Risks and Commitments and the offer documents carefully to ensure you fully understand the risks. Asset valuations, and thus unrealised returns, are calculated by Downing and approved by the boards of each company. Tax rules can change and benefits depend on circumstances. Eligibility for BPR is assessed on death and will depend on the companies in the portfolio remaining qualifying.
Broadly speaking, under current rules you will need to hold the shares for at least two years and on death to qualify. The two-year requirement also applies if transferring from am AIM IHT portfolio, regardless of how long the AIM shares were held.
From 6 April 2026 100% IHT relief is limited to the first £2.5 million of qualifying assets per individual (including private companies and agricultural property), with the remainder eligible for 50% IHT relief (an effective IHT rate of 20%). Any amount of this allowance unused on death can be passed to a surviving spouse.
Charges
A summary of the main charges is shown below. Some of these will be payable by the investor, others by the investee companies. The investment may have additional charges, expenses and fees: the provider documents, including the Key Information Document, contain more details.
| Investor charges | |
|---|---|
| Initial charge | 4% |
| Annual management charge | 0.5% |
| Performance fee | — |
| Exit fee | — |
| Investee company charges | |
| Initial charge | 1-2% |
| Annual charges | 2.5% |
All fees and charges are stated exclusive of VAT, which may be applicable in some cases. Any fees and charges payable by the investee companies or the underlying businesses do not directly come out of your investment. However, they will effectively reduce the returns generated by investee companies and therefore impact your investment.
See example of the total charges over 5 years
An investment of £25,000 might be worth £29,202 (not guaranteed) if you sold it after 5 years, with an aggregated effect of costs and charges of £5,201. This illustration shows the effect of the charges applied by Downing LLP on the value of the investment portfolio, assuming the share price of the underlying businesses has risen by 4% per annum and including the service charge levied on the trading business by Downing LLP. In addition, there is 0.5%+ VAT annual commission paid to Wealth Club. Over five years this fee could add £658 to the overall cost of the investment. The total aggregated impact of costs in this example is thus £5,859.
The comparative hypothetic value of this investment over the same period with no charges applied would be £34,403. These figures are for illustration only, data provided by Downing, January 2025. In reality, all investments will incur charges.
Any investee company charges are levied on the underlying companies. They can still impact investor returns.
Wealth Club will receive initial commission (2%) and trail commission (0.5% plus VAT which is taken by selling shares).
Our view
The service has a track record of delivering modest and predictable growth but you should note the assets are illiquid and may be hard to sell, particuarly in the event of any changes to IHT rules. You should form your own view on whether the risk/reward profile is right for you.
This financial promotion has been communicated and approved by Wealth Club Ltd on 28 May 2026
Wealth Club aims to make it easier for experienced investors to find information on – and apply for – investments. You should base your investment decision on the offer documents and ensure you have read and fully understand them before investing. The information on this webpage is a marketing communication. It is not advice or a personal or research recommendation to buy any of the investments mentioned, nor does it include any opinion as to the present or future value or price of these investments. It does not satisfy legal requirements promoting investment research independence and is thus not subject to prohibitions on dealing ahead of its dissemination.